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Dr.Crusher is involved in a medical emergency as Willie Potts, a young child of the USS Enterprise-D, is infected by parasites from a cove palm that he ate during shore leave on Ogus II with his brother Jake. Willie ate the parasitic fruit after being tricked by Jake into thinking the former had killed Jake with a toy laser pistol. With his health rapidly declining, Willie has to be quarantined to protect the rest of the crew and to be stabilized before he can be transferred to Starbase 416 for immediate medical attention. In the observation lounge, the older Potts recounts the incident to CommanderRiker and CounselorDeanna Troi, explaining that he frightened Willie for amusement, but that he did not intend serious harm.

En route to sickbay in the turbolift with Jake Potts, Lieutenant CommanderData begins to reassure Jake when he uncharacteristically stops in the middle of his sentence and redirects the turbolift to the bridge while no longer even acknowledging the boy's presence. He then drastically alters the course ordered and begins to commandeer the ship, first by removing the atmosphere from the main bridge. Under protest, the rest of the bridge staff evacuate to main engineering, giving Data enough time to very effectively establish himself as the sole commander of the ship (using a precise imitation of Picard's voice). He also blocks all of Captain Picard's attempts to regain control from engineering, which include aborting an attempt to regain control of the secondary hull via a saucer separation, and towing the saucer section with a tractor beam. LieutenantWorf, Commander Riker, and crew member Casey reestablish life support on the bridge, and attempt to gain access to the bridge from deck 2, until Data activates a perimeter field charge which then blocks the only access point left.

Meanwhile, in sickbay, Doctor Crusher tends to Willie and keeps conversation with him. Counselor Troi and Jake enter to visit Willie, but he refuses to speak to or acknowledge his older sibling. Frustrated, Jake storms out.

On the bridge, Data discovers that the crew has managed to disable site-to-site transport, and then programs a series of force fields to enable him to get to transporter room 1. He enters an extremely complex security code, locking all functions that were previously transferred to the bridge. He then makes his way to the transporter room, using the force field series he programmed, traps the awaiting ambush within the transporter pad, re-enables the site-to-site transport, and beams down to his destination, the Class M planet Terlina III.

Once on the surface, Data travels through the thick jungle and enters an old cybernetics lab and is greeted by Dr. Noonian Soong, Data's creator, who reveals that it was he who controlled him and brought him to the planet by the use of a homing device implanted in Data's positronic brain. His combadge is not functional, but Soong assures him that his crew will arrive to take him back shortly and performs routine mechanical maintenance on the android. Data is puzzled that his creator is still alive, as he assumed he had been killed on Omicron Theta by the Crystalline Entity along with the other colonists; Soong explains that he escaped the powerful entity via a predetermined strategy, and that he is the sole survivor of the colony.

Back on board, Willie Potts still refuses to listen to Jake and on the bridge, the crew are still experiencing difficulty reestablishing control of the Enterprise, although the ship's sensors are functional. Lieutenant Worf is unable to locate Data, but his sensors detect a solitary Human lifeform on the surface of Terlina III. He also locates a vessel in orbit which appears to carry no lifeforms.

On Terlina III, Soong expresses disappointment in his son's choice in having entered Starfleet Academy, and inquires as to his reason, to which Data replies that he wanted to repay the people who first discovered him with dedication to service. Soong admits he would have preferred that Data follow in his footsteps and go into cybernetics instead. In the midst of their conversation, Lore enters the laboratory, brought to Terlina III via a Pakled trade ship and summoned inadvertently via the same homing device Data was intentionally. Data insists that Soong not trust his brother, as he betrayed both the colony to which Soong belonged and the Enterpriseonce before. However, Soong, blinded by his love for his older creation, condones and excuses Lore's deviant behavior, claiming him to be "far from the maniacal android [Data has] made him out to be."

Meanwhile, Captain Picard, Riker, Worf, Crusher, Troi, and Lieutenant CommanderGeordi La Forge conference in the observation lounge about their current predicament. Full control still has not yet been established on board, and Willie Potts' time is running short.

Back on Terlina III, Soong laments Lore's deactivation on Omicron Theta and insists that it was necessary to prevent widespread harm, as the android was severely malfunctioning and frightened the colonists. However, Lore is extremely bitter toward Soong and Data for the events prior to and following his deactivation, as he was left inactive for years before Data discovered him on their home planet, and when Data thwarted his scheme to betray the Enterprise, was left drifting through space for nearly two years. Soong apologetically informs Lore that had he known he was reassembled, he would have spent time with him and repaired him. In response to a query about Lore's superiority, Soong explains to Data that he and Lore are nearly identical in construction, and that they differ only in programming. To Data's astonishment and Lore's ferment, this invalidates Lore's earlier assertion that Data is the imperfect and flawed model.

Revealing the purpose for Data's summoning, Soong presents to him the emotion chip, designed to allow him to experience a broad palette of emotional feelings as Lore can. Soong explains that the upgrade is intended solely for Data: However, as Soong rests, Lore incapacitates Data and switches his Starfleet uniform with him. Naturally thinking Lore to be Data, the doctor implants the chip in his older son, who reveals his true identity before fatally wounding Soong and making an expedient escape by beaming away.

An away team consisting of Worf, La Forge and Riker beams down to Terlina III. Locating the human lifeform, the group enters Soong's laboratory, now in disarray thanks to Lore's assault. La Forge and Commander Riker discover Soong beneath a pile of lab equipment and debris, dying. Meanwhile, Worf finds an inactive Data behind another room, whom Riker reboots. The four attend to the doctor, who insists they leave him to die where he is most comfortable. Bidding farewell, Data assures his father that as long as he remains active, a part of Soong will be immortalized. With this in mind, Soong dies.

Once back on board the Enterprise, Data restores the command functions to the bridge, and the ship rushes back to Starbase 416 in time to restore Willie to full health. Data observes that the Potts brothers seem to have reconciled after their bitter dispute and Crusher tells him that They're brothers. Brothers forgive, a comment which, after recent events, gives Data pause.

"I, uh... I never felt too comfortable... living anywhere without a... prearranged route of escape. I admit I, uh, I wouldn't have guessed I'd be running from a giant snowflake."

- Dr. Soong, after Data mentioned that there were no survivors from the Crystalline Entity's attack on the colony where Dr. Soong was residing previously.

"Why does a painter paint? Hmm? Why does a boxer box? You know what Michelangelo used to say? That the sculptures he made were already there before he started, hidden in the marble. All he needed to do was remove the unneeded bits. Wasn't quite that easy with you, Data. But the need to do it, my need to do it, was no different than Michelangelo's need."

- Dr. Soong

"The sons of the prophetWere valiant and boldAnd quite unaccustomed to fearBut of all the most recklessOr so I am toldWas Abdul Abulbul Amir."

Piller recalled, "We were standing around going through Rick's story and my feeling was that after reading his first draft that the idea of Data going back to see Dr. Soong and the story of the child who was hurt in the practical joke were not enough elements to hold up the episode. Once Data goes back to see Dr. Soong, it's basically a chat and without some jeopardy or another event to go on I was afraid it was going to be flat. We talked about what we could do and, ultimately, the obvious thing was that we bring Lore back. ..I knew from the moment we came up with it that Brent Spiner in three roles was going to make for an unforgettable episode and I think it was." (Captains' Logs: The Unauthorized Complete Trek Voyages)

The final draft of the script was dated 13 July1990, and revisions were made as late as 6 August.

This was the final episode to be directed by Rob Bowman, who had been the show's lead director during the first two seasons.

Bowman, Spiner and Robert Legato spent three days rehearsing on the Stage 16 set. Producer David Livingston recalled, "They worked out some of the motion control shots and did a lot of preparation in terms of figuring out what to do, because that kind of preparatory time on the stage when everybody is standing around is not a good idea. What we did was we taped out the floor like in a stageplay or a multicamera show, and then actually blocked it out and staged it. I'm glad we did, because it saved us a lot of time. If we hadn't, it would have been really dicey." (Captains' Logs: The Unauthorized Complete Trek Voyages)

During filming in Soong's lab, Spiner shot one day as Lore and Data, and the next as Dr. Soong. Spiner recalled, "It was difficult because I had to hear dialogue that I hadn't read yet coming out of somebody else's mouth before I would get to it. [I had] to remember where I was when I was Data, and so on." To help Spiner, the set was closed during the two and a half days in which the actor performed solo. (Star Trek: The Next Generation Companion)

The song which Lore sings to Dr. Soong comes from the poem Abdul Abulbul Amir, written by William Percy French in 1877. That poem has been frequently misquoted and parodied, and the excerpts in this episode are also not accurate to the original text.

In April 2007, the Pakled costume worn by Spiner as Lore in this episode was auctioned off in the It's A Wrap! sale and auction and sold for US$2,155.00.

Comic book artists Jerome K. Moore and Arne Starr met Spiner on set during the filming of this episode. Starr presented Spiner with a caricature of Spiner as Superman, titled "The Man of Shlameel." Written on it was the phrase "It's a bird, it's a plane, no... It's Spinerman!" Spiner reportedly kept the picture on his desk in his office for many years, so Starr was told. [1] (Additional information provided by Arne Starr)

The dinosaur skeleton head seen in Dr. Soong's laboratory was rented from the Museum of Natural History. (James Mees, "Inside Starfleet Archives Year Six - Sets & Props", TNG Season 6 DVD special feature)

The interior and components of a combadge are seen for the first time when Dr. Soong adjusts Data's. The top and bottom sections are connected by a hinge on the (wearer's) left side. Among the interior components is a red light.

The strength of Data's lockout code would potentially require trying 3652 combinations to break it, or 846,700,936,056,091,894,301,310,586,236,842,935,416,138,248,772,949,513,519,821,268,414,868,295,354,679,296 (8.467e80×1080) combinations – equivalent to cracking a 269-bit key in symmetric cryptography, something that is currently impossible to do.

The numbers in the seventh and twenty-third positions of his sequence, three and four, respectively, are missing on the computer display. Also the computer has incorrectly inserted a one ahead of the triple eights later in the sequence.

In a re-use of prop lighting, Dr. Soong turns out to have the exact same model of wall fixture as Kivas Fajo had in his gallery room in "The Most Toys". The design apparently uses dichroic filters, as we see two pairs of colors and their complements being produced from the upward pointing white light source.

This is the second episode in a row to deal with crew members and their families. The following episode also deals with the family issues of a guest star.

It is the first time after the pilot "Encounter at Farpoint" where Data mimics someone's voice, this time Captain Picard's.

Lore was first left inactive for years before Data discovered him, and then when Data thwarted Lore's scheme on the Enterprise, he was left drifting in space for two more years. (TNG: "Datalore")

In "Inheritance", after Data meets his mother, Dr. Juliana Tainer six years later in 2370, he told her of meeting his father and to her shock, that he was dead, which she was not aware of. He did not mention Lore's involvement, probably because he had already been deactivated and dismantled earlier that year, in "Descent, Part II".